DUELYST VANGUARD

General Terms of Use

Welcome to the Duelyst Vanguard!

THIS DOCUMENT CONTAINS CRUCIAL INFORMATION REGARDING RISKS, YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MAY IMPACT YOUR RIGHTS, INCLUDING HOW DISPUTES ARE RESOLVED. PLEASE READ IT CAREFULLY.

1. INTRODUCTION

1.1 These Terms outline the terms and conditions for accessing and using our Services (defined below). The legal entity providing the Services is the Duelyst Vanguard, a Decentralized Autonomous Organization ("DAO"). Along with our team, affiliates, and founders, we are referred to as "we", "us," or "our" in these Terms of Use.

1.2 By accessing any of our Duelyst Vanguard websites and their subdomains (the "Website"), and/or using our game, applications or tools available there, including joining our community, participating in our game, operating staking pools, staking xDUEL or Vanguard NFTs, or otherwise interacting with the Duelyst Ecosystem (collectively, the "Services"), you agree to be bound by these terms and conditions, including any updates that may be posted on our websites (these "Terms"). You also agree to the collection of personal and other data as described in our Privacy Policy, which is incorporated by reference into these Terms.

1.3 We reserve the right to change or modify any part of these Terms at any time, at our sole discretion. If changes are made, we will post the updated Terms on the Website and indicate the date of the last revision at the top of this page. You can view the current version of these Terms by visiting the “Terms of Use” link on the Website. Your continued use of the Website and/or the Services after any changes become effective constitutes your acceptance of the new Terms. If you do not agree to the updated Terms, you must stop using the Website and the Services.

1.4 You acknowledge and agree that it is your responsibility to review these Terms periodically and to be aware of any modifications. PLEASE READ THESE TERMS CAREFULLY. If you disagree with any part of these terms and conditions, please do not visit, access, or use the Website or participate in any of the Services.

1.5 If you operate a Staking Pool, you should also review the Staking Terms and conditions associated with, Duelyst Vanguard DAO. This agreement is available at Staking Terms, and agreeing to its terms is required for operating a Staking Pools. Agreeing to these terms is required for staking Tokens on the Duelyst Ecosystem.

1. ACCESSING AND UTILIZING OUR SERVICES

1.1 By accessing, browsing, or otherwise utilizing the Website, or participating in any aspect of the Services, you represent and warrant that:

(a) you have read, understood, and agree to be bound by these Terms of Use;

(b) if you are an individual, you are at least 18 years old and have the capacity to enter into these Terms of Use, and agree to be legally bound by them in their entirety;

(c) if you are using the Website or the Services on behalf of a corporation, legal entity, or other organization, you have full power and authority to do so, and that the corporation, legal entity, or Duelyst Vanguard DAO is validly existing under applicable laws and agrees to be bound by these Terms of Use;

(d) your access and use of the Website and Services will fully comply with all applicable laws and regulations;

(e) you are the legal owner of any digital wallet address(es) that you use to access or participate in the Services and retain control of your digital assets at all times;

(f) you will not access or use the Website or Services to conduct, promote, or otherwise facilitate any illegal activity;

(g) you understand that your use of the Website and participation in the Services is entirely at your own risk;

(h) you are not a U.S. Person and will not distribute any tokens or digital assets you may receive through your participation in the Services to U.S. persons (see Section 4 below);

(i) you are not currently subject to any sanctions administered by OFSI and/or OFAC, and you will not directly or indirectly use the Services to finance the activities of any person currently subject to any sanctions administered by OFAC or OFSI (see Section 5 below);

1.2 If you are unwilling or unable to provide any of the aforementioned warranties, or do not agree to any part of these Terms of Use, you may not use the Website or participate in any of the Services. If it is determined that you have breached any of your representations or warranties under this section, we may block your access to the Services and to any interests in property as required by law.

2. ELIGIBILITY CRITERIA

2.1 We reserve the right, at our sole discretion, to determine the eligibility of individuals for access to our Website and Services. You may be required to provide additional information or documentation to verify your eligibility, either initially or on an ongoing basis.

Exclusion of U.S. Persons

2.2 The Website and Services are exclusively for users who are not U.S. Persons (as defined below). By using the Website and engaging with any Services, you represent and warrant that you:

(a) Are not a U.S. citizen, U.S. resident, or holder of a U.S. green card (lawful permanent resident);

(b) Do not have your primary residence or domicile in the United States, including its territories such as Puerto Rico, the U.S. Virgin Islands, and other U.S. territories;

(c) Are not accessing the Website from within the United States, nor are you acting on behalf of a U.S. Person or transmitting information to a U.S. Person or from within the United States.

2.3 For the purposes of these Terms, a "U.S. Person" is defined by the criteria outlined above and as per the United States code and regulations established by the U.S. Securities and Exchange Commission. If you are a U.S. Person or accessing the Website from the United States, you are prohibited from using the Website or participating in the Services.

Sanctions Compliance

2.4 By using the Website and participating in any Services, you confirm and warrant that you are not:

(a) Located in, incorporated in, or a resident of any country or territory subject to sanctions or embargoes enforced by the Office of Foreign Assets Control ("OFAC") of the U.S. Treasury Department or the Office of Financial Sanctions Implementation ("OFSI") of HM Treasury of the United Kingdom;

(b) An individual or entity, or acting on behalf of such, that is listed on any sanctions lists or embargoes, including but not limited to the Specially Designated Nationals and Blocked Persons List (SDN) maintained by OFAC and the consolidated list of financial sanctions targets maintained by OFSI; or

2.5 We strictly comply with all sanctions laws and regulations promulgated by OFAC and OFSI. Access to the Website and participation in the Services is expressly prohibited for any person or entity subject to such sanctions.

Risk Evaluation Protocol

2.6 We reserve the right, at our sole discretion, to deny access to the Website or Services to any individual or address based on data from a Screening Service Provider that suggests elevated risks.

2.7 If you provide a wallet address in relation to the Services:

(a) You acknowledge and agree that your address may be screened for threshold transactions involving your address and other addresses associated with the following risk categories: Sanctioned Entity, Terrorist Financing, Sanctioned Jurisdiction, Child Abuse Material, Special Measures, Darknet Markets, Fraud Shop, Illicit Actor-Org, Malware, Mixing, Ransomware, Scam, Stolen Funds, and No KYC Exchange.

(b) You acknowledge and agree that your address may be screened for geo-location purposes to determine if you are located in (a) a comprehensively sanctioned jurisdiction; (b) a jurisdiction subject to heightened sanctions risks by certain countries, governments, or international authorities; or (c) a jurisdiction otherwise considered high risk.

3. UNAUTHORIZED ACTIVITIES

3.1 The following activities are strictly prohibited when using the Website or any Services:

(a) Using the Website in any manner that could damage, disable, overburden, impair, or otherwise interfere with our servers or networks, or interfere with any other party’s use of the Website (including, but not limited to, the deployment of viruses and denial of service attacks).

(b) Engaging in activities that violate any applicable law, such as regulations for financial services, money laundering, economic sanctions, consumer protection, competition law, protection against discrimination or misleading advertising, and particularly any violations of copyrights, patents, trademarks, trade secrets, and other intellectual property rights.

(c) Using the Website to defraud us or any other person or entity, including, but not limited to, providing false, inaccurate, or misleading information to unlawfully obtain the property of another.

(d) Encouraging or enabling any other individual or entity to engage in any of the prohibited activities or otherwise violate these Terms.

3.2 We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including reporting such violations to law enforcement authorities.

4. ACKNOWLEDGMENTS

4.1 Your use of the Website and the Services is subject to the laws, regulations, rules, guidelines, and notices of any applicable governmental or regulatory authority (the " Applicable Laws and Regulations"), and the relevant jurisdiction in which you are based. You acknowledge and agree that by using the Website and Services in any capacity, you will comply with the Applicable Laws and Regulations.

4.2 You further acknowledge and agree that:

(a) your participation in the Services does not require or involve any form of purchase, payment, or tangible consideration from or to us;

(b) you are solely responsible for the management of the private keys for, and security of, any digital wallets which you use in connection with the Services;

(c) We do not have custody or control over the contents of your digital wallets and have no ability to retrieve or transfer those contents;

(d) you are responsible and liable for all taxes due in connection with your participation in the Services and you should consult a tax advisor as necessary;

5. NO ADVICE AND NO FIDUCIARY DUTIES

5.1 All information provided on the Website, or otherwise provided through the Services, is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Website or in the Services. Before you make any financial, legal, tax, or other decisions involving the Service, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

5.2 These Terms of Use are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms of Use.

6. DISCLAIMERS

6.1 The Website and the Services are offered "as is" and "as available", and we make no representations or warranties of any kind, whether express or implied, regarding the Website, the Services, or their use. We do not warrant that the use of the Website or the Services will be uninterrupted or error-free and expressly disclaim any representations and warranties as to the merchantability, fitness for a particular purpose, and non-infringement of third-party rights. No representations or warranties are made that the Website or any third-party services made available through the Website will be free from malfunctions, errors, or harmful components. All use of the Website is therefore at your sole risk as a user.

6.2 You agree that we cannot be held responsible for any system failures or stoppages which prevent us from fulfilling our obligations under these Terms, provided that we used commercially reasonable efforts to prevent or limit such system failures or stoppages. You also agree that we cannot be held responsible for any other circumstances beyond our reasonable control.

7. LIMITATION OF LIABILITY

7.1 You acknowledge and agree that, to the fullest extent permitted by applicable law, neither the Duelyst Vanguard DAO, its affiliates, nor any of the team, founders and employees of the Duelyst Vanguard DAO or our affiliates, will be liable for any claims, damages, or liabilities arising from or related to your use or inability to use the Website, any linked websites, or any content on the Website or those linked websites.

7.2 We further disclaim all liability arising from any reliance you place on the materials provided on the Website, or through our Services, including content provided by third parties. Any links to other websites are provided for your convenience and do not signify endorsement by the Duelyst Vanguard DAO. We have no control over or responsibility for the content on those linked websites.

7.3 We do not make any representations or warranties that access to or participation in any part of the Services, or any materials contained therein, will be continuous, uninterrupted, timely, or error-free. Any rewards you may receive (including any tokens) as part of the Services may have no value.

7.4 To the maximum extent permitted by law, in no event will the cumulative liability of the Duelyst Vanguard DAO, its affiliates, or any of the team, founders and employees, for any claims arising out of or related to these Terms, the Services, or the Website, exceed one hundred US dollars (US$100). This limitation of liability reflects the allocation of risk between the parties.

7.5 Some jurisdictions do not allow certain warranty disclaimers or limitations on liability. Only disclaimers or limitations that are lawful in the applicable jurisdiction will apply to you, and our liability will be limited to the maximum extent permitted by law.

8. INDEMNIFICATION AND RELEASE

8.1 You agree to defend, indemnify, and hold harmless the Duelyst Vanguard DAO, its affiliates, and their respective team, employees, founders, service providers, licensors, and agents (collectively, the “Duelyst Vanguard DAO Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Services, your connection to the Services, your violation of these Terms, or your violation of any rights of another. The Duelyst Vanguard DAO will provide notice to you of any such claim, suit, or proceeding. The Duelyst Vanguard DAO reserves the right to assume the exclusive defense and control of any matter subject to indemnification under this section, and you agree to cooperate with any reasonable requests in assisting the Duelyst Vanguard DAO Parties' defense of such matters. You may not settle or compromise any claim against the Duelyst Vanguard DAO Parties without the DAO's prior written consent.

8.2 You expressly agree that you assume all risks in connection with your access and use of the Services. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or related to your use of the Services, including your interaction with the Protocol.

9. PROPRIETARY RIGHTS AND LIMITATIONS OF USE

9.1 The Website and the Services are proprietary and are owned by the Duelyst Vanguard and its affiliates. The Website, the Services, and all materials thereon are protected by copyright and other intellectual property laws. You agree not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store the Website’s source code or similar proprietary or confidential data or other similar information provided via the Website or the Services without our express prior written consent. You may not use the Website or the Services for any unlawful purpose.

9.2 We hereby grant you a non-assignable and non-exclusive personal, worldwide, royalty-free license to use the Website and the Services in accordance with these Terms. All other uses are prohibited. All rights in and to the Platform not granted herein are reserved.

10. THIRD PARTIES

Third Party Websites

10.1 Our Website may include links to websites or services operated by third parties, and those websites may also link to our Website ("Third Party Services"). You acknowledge and agree that the Duelyst Vanguard DAO has no control over these Third Party Services and bears no responsibility for their content or any liabilities arising from your use of them. The inclusion of any third-party links on our Website is solely for your convenience and does not imply endorsement by the Duelyst Vanguard DAO.

10.2 Any interactions or transactions you have with third parties while using the Services are strictly between you and the third party. The Duelyst Vanguard DAO is not responsible or liable for any loss or damage incurred as a result of your dealings with third parties.

10.3 Access to and use of Third Party Services may be subject to additional terms, conditions, privacy policies, or agreements imposed by the third party.

10.4 References to any third-party names, marks, products, or services, or links to third-party sites or information, do not constitute or imply our endorsement, sponsorship, or recommendation of the third party or their quality of products or services. You acknowledge that any materials or information provided by third parties via the Website are not under our control and we are not responsible for their accuracy or reliability.

User Content and Feedback

10.5 You represent and warrant that you hold all rights, titles, and interests in any content you provide or make available via the Website or Services, including all copyrights and publicity rights ("User Content"). You assume all risks associated with your User Content and its transmission and are solely responsible for its accuracy, quality, legality, and appropriateness.

10.6 The Duelyst Vanguard DAO does not pre-screen User Content, but retains the right (but not the obligation) to remove any User Content from the Website or Services at its discretion, without notice. This includes content that violates these Terms or is deemed objectionable. You agree to evaluate and assume all risks associated with the use of any User Content, including any reliance on its accuracy, completeness, or usefulness.

10.7 By providing us with any feedback or suggestions ("Feedback"), you assign all rights in such Feedback to the Duelyst Vanguard DAO and agree that we may use it as we see fit. The Duelyst Vanguard DAO will treat any Feedback you provide as non-confidential and non-proprietary. Do not submit any Feedback or information that you consider confidential or proprietary unless you have all necessary permissions and consents.

11. SURVIVAL

11.1 Any provisions of these Terms that by their nature extend beyond the termination or expiration of these Terms, including but not limited to those related to suspension or termination, debts owed, general use of the Platform, disputes, and general provisions, will survive termination or expiration.

12. SEVERABILITY

12.1 If any provision of these Terms is found to be invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law.

13. GOVERNING LAW

13.1 These Terms, along with your use of the Website and Services, and any rights and obligations arising from them, shall be governed by applicable laws, as if these Terms were a contract wholly entered into and performed under those laws.

13.2 YOU AGREE THAT ALL TRANSACTIONS IN ACCORDANCE WITH THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED UNDER THE GOVERNING LAW AND BE SUBJECT TO ITS LAWS WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS.

13.3 A printed version of these Terms shall be admissible in judicial or administrative proceedings.

14. DISPUTE RESOLUTION THROUGH BINDING ARBITRATION

14.1 This section, referred to as the “Arbitration Agreement,” outlines the terms for dispute resolution through binding arbitration.

14.2 PLEASE REVIEW THIS ARBITRATION AGREEMENT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES WITH US AND LIMITS HOW YOU CAN SEEK RELIEF.

Agreement to Arbitrate

14.3 You agree that any and all disputes or claims between you and the Duelyst Vanguard DAO, arising from or relating to these Terms of Use, the Services, any advertising, or any part of the relationship between us, will be resolved exclusively through final and binding arbitration, and not in a court, except for individual claims in small claims court if they qualify.

Waiver of Rights

14.4 Arbitration is a private form of dispute resolution, replacing the right to bring claims in court. By agreeing to this arbitration agreement, you waive the right to litigate claims in court, including the right to a trial by jury, and to participate in a class action. Arbitration lacks a judge or jury, and court review of an arbitration award is limited. The arbitrator must follow these Terms and can award the same damages and relief as a court, including attorney’s fees.

14.5 You and the Duelyst Vanguard DAO agree to bring claims against each other only on an individual basis and not as a plaintiff or class member in any class or representative action. The arbitrator may not consolidate or join more than one person's claims or preside over any form of a consolidated, representative, or class proceeding. The arbitrator can award relief only to the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims, except for public injunctive relief as required by law.

Notification

14.6 Each party must notify the other in writing of any dispute within thirty (30) days of when it arises to attempt an informal resolution. Notices to the Duelyst Vanguard DAO should be sent via email to [insert notification email]. Notices to you will be posted on the Website or sent to your email on record. Your notice must include your name, postal address, email address, phone number, a description of the dispute, and the relief you seek.

Seat of Arbitration

14.7 If we cannot resolve the dispute within thirty (30) days, it will be referred to and resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the SIAC Rules in force at the time, which are incorporated by reference. Arbitration will follow the Expedited Procedure in Rule 5.2 of the SIAC Rules.

14.8 The arbitration will take place in Singapore, be conducted in English, and have one arbitrator.

Costs of Arbitration

14.9 Payment of all filing, administration, and arbitrator fees will be governed by the SIAC Rules, unless otherwise stated in this Arbitration Agreement.

Confidentiality

14.10 All aspects of the arbitration, including any decisions or awards, will be confidential.

Future Changes to Arbitration Agreement

14.11 If we make any future changes to this Arbitration Agreement, other than a change to the Notice Address, you may reject the change by sending us written notice within thirty (30) days. By rejecting any future change, you agree to arbitrate any dispute in accordance with the terms of this Arbitration Agreement as of the date you first accepted these Terms of Use.

No Class Action Arbitration

14.12 The arbitrator does not have the authority to conduct a class arbitration or a representative action. The arbitrator may only conduct individual arbitration and may not consolidate more than one individual's claims or preside over any type of class or representative proceeding.

Severability of Arbitration Agreement

14.13 If any part of this Arbitration Agreement is found to be invalid or unenforceable, it will be enforced to the maximum extent permissible, and the remaining parts will remain in effect. The waivers in this Arbitration Agreement are severable and will remain in effect except where prohibited by law.

14.14 You agree that this Arbitration Agreement is intended to provide a swift and cost-effective means to resolve disputes, and this section serves as grounds for dismissal of any court action brought by you regarding a dispute covered by this Arbitration Agreement.

14. CONTACT INFORMATION

14.1 For any questions about these General Terms or other inquiries, please reach out to us at: info@duelyst.xyz